Common use of Indemnification by the Selling Entities Clause in Contracts

Indemnification by the Selling Entities. BBT and the Selling Entities, jointly and severally, shall indemnify and hold harmless CTB and its Affiliates (and each of its and their officers, directors, employees, agents, successors and assigns) (each, a "CTB Indemnified Party") from, against and in respect of any and all Liabilities, claims, demands, judgments, settlement payments, losses, costs, damages, deficiencies, diminution in value and expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such CTB Indemnified Party in connection therewith) (collectively, "Damages") that such CTB Indemnified Party may sustain, suffer or incur that result from, arise out of or relate to: (a) any Excluded Liability; (b) (i) any breach of any representation or warranty of BBT or any Selling Entity contained in this Agreement, including the representations and warranties of BBT or the Selling Entities contained in Section 4, or (ii) any breach of or any material inaccuracy in any representation or warranty in or omission from any certificate, schedule, exhibit, statement, document or instrument furnished to CTB by a Selling Entity (or any of its representatives or agents) pursuant hereto or in connection with the negotiation, execution or performance hereof; (c) any breach of any covenant or agreement of BBT or any Selling Entity contained in this Agreement; (d) any claim by any officer, former officer, employee, former employee, shareholder or former shareholder of any Selling Entity relating to the period prior to or at the Closing; (e) any claim of infringement of any intellectual property right resulting from CTB's operation of the Business as presently operated by the Selling Entities; (f) any Environmental Condition existing on or prior to the Closing; (g) any Liability or obligation of a Selling Entity involving Taxes, except for any Taxes expressly assumed herein, due and payable by, or imposed with respect to BBT or a Selling Entity for any taxable periods ending on or prior to the Closing Date (whether or not such taxes have been due and payable); or (h) the enforcement of this Section 10.1.

Indemnification by the Selling Entities. BBT and the The Selling Entities, jointly and severally, shall indemnify and hold harmless CTB On Stage and its Affiliates (and each of its and their officers, directors, employees, agents, successors and assigns) (each, a an "CTB On Stage Indemnified Party") from, against and in respect of any and all Liabilities, claims, demands, judgments, settlement payments, losses, costs, damages, deficiencies, diminution in value and expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such CTB On Stage Indemnified Party in connection therewith) (collectively, "Damages") that such CTB On Stage Indemnified Party may sustain, suffer or incur that result from, arise out of or relate to: (a) any Excluded Liability;, (b) (i) any breach of any representation or warranty of BBT or any Selling Entity contained in this Agreement, including the representations and warranties of BBT or the Selling Entities contained in Section 4, or (ii) any breach of or any material inaccuracy in any representation or warranty in or omission from any certificate, schedule, exhibit, statement, document or instrument furnished to CTB On Stage by a Selling Entity (or any of its representatives or agents) pursuant hereto or in connection with the negotiation, execution or performance hereof, and (iii) in each of the foregoing cases without regard to any knowledge, materiality (including any reference to Material Adverse Effect) or other similar qualifying provision or exception that may be included in or applied to any such representation or warranty; (c) any breach of any covenant or agreement of BBT or any Selling Entity contained in this Agreement; (d) any claim by any officer, former officer, employee, former employee, shareholder or former shareholder of any Selling Entity relating to the period prior to or at the Closing; (e) any claim of infringement of any intellectual property right resulting from CTBOn Stage's operation of the Business as presently operated by the Selling Entities; (f) any Environmental Condition existing on or prior to the Closing; (g) any Liability or obligation of a Selling Entity involving Taxes, except for any Taxes expressly assumed herein, due and payable by, or imposed with respect to BBT or a Selling Entity for any taxable periods ending on or prior to the Closing Date (whether or not such taxes have been due and payable); or (h) Xxxxxx v. Country Tonite Enterprises, Inc. et al. (Case No. A355405; District Court for Xxxxx County, Nevada); and (i) the enforcement of this Section 10.1.

Indemnification by the Selling Entities. BBT Intergraph jointly agrees --------------------------------------- with respect to itself and the each other Selling EntitiesEntity, jointly and severallyeach other Selling Entity agrees with respect to itself, shall to indemnify and hold harmless CTB and its Affiliates (each of the Acquiring Entities and each of its and their respective directors, officers, directors, employees, advisors, Affiliates, agents, representatives, stockholders, successors and assigns) assigns (each, a the "CTB Indemnified PartyUSI Indemnitees") from, from and against and in respect of any and all LiabilitiesLosses arising out of, claims, demands, judgments, settlement payments, losses, costs, damages, deficiencies, diminution in value and expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such CTB Indemnified Party in connection therewith) (collectively, "Damages") that such CTB Indemnified Party may sustain, suffer based upon or incur that result resulting from, arise out of or relate to: (a) any Excluded Liabilityviolation or breach by any of the Selling Entities of, or default by any of the Selling Entities under, this Agreement or any certificate or other document or instrument furnished or to be furnished by any of the Selling Entities to any of the Acquiring Entities in connection with this Agreement, including, without limitation, the Transferred Intellectual Property License Agreements, or the consummation of the transactions contemplated hereby (including without limitation the Closing Agreements) or from any error, inaccuracy or misrepresentation in any of the representations and warranties (other than the representations and warranties in Sections 3.31, 3.32 and 3.33 hereof) made by, or on behalf of, any of the Selling Entities herein or therein; (b) any error, inaccuracy or misrepresentation in any of the representations and warranties made by the Selling Entities in Sections 3.31, 3.32 and 3.33 hereof, provided that for purposes of this Article IX, the Selling Entities shall indemnify the USI Indemnitees in respect of Sections 3.31, 3.32 and 3.33 viewing such Sections without reference to any "knowledge of the Selling Entities" or similar qualification set forth therein (ii.e., the representation and warranty shall be viewed as if no such knowledge or similar qualification was set forth therein); (c) any of the Retained Assets (including, without limitation, any Contract included within the Retained Assets) or any of the Retained Liabilities; (d) any condition, event or activity relating to that portion of the Business or those Acquired Assets transferred and conveyed on any Closing Date and that existed or occurred before the Principal Closing Date (regardless of whether such condition, event or activity would have constituted a breach of any representation or warranty of BBT or any Selling Entity contained in this Agreement, including the representations and warranties of BBT or the Selling Entities contained in Section 4, or (ii) any breach of or any material inaccuracy in any representation or warranty in or omission from any certificate, schedule, exhibit, statement, document or instrument furnished to CTB by a Selling Entity (or any of its representatives or agents) pursuant hereto or in connection with the negotiation, execution or performance hereof; (c) any breach of any covenant or agreement of BBT or any Selling Entity contained in this Agreement; (d) any claim by any officer, former officer, employee, former employee, shareholder or former shareholder of any Selling Entity relating to the period prior to or at the Closinghereunder); (e) except as set forth in Section 9.1(d), any claim of infringement of any intellectual property right resulting from CTB's operation liability or obligation arising out of the Business as presently operated by the termination of employment of an employee of a Selling EntitiesEntity; (f) any Environmental Condition existing on liability or prior obligation which related to any noncompliance with any bulk sales in connection with the Closingtransactions contemplated by this Agreement; (g) any Liability liability or obligation with respect to the payment of the applicable Consideration to Intergraph as agent and on behalf of a Selling Entity involving Taxes, except for Entity; (h) any Taxes expressly assumed herein, due and payable by, liability or imposed obligation with respect to BBT any income, franchise, sales, use or a other Taxes (and Transactions Taxes, if any, to the extent provided in Section 10.13 hereof) and with respect to any social security contributions (including both employers' and employees' contributions) of any Selling Entity for any taxable which are attributable periods ending on or prior to the Principal Closing Date; (i) the enforcement, or the attempted enforcement, of any Non-Compete Covenant contained in a Specified Contract against any of the Acquiring Entities, any of their Affiliates or any of their employees, acting in his or her capacity as an employee of an Acquiring Entity or an Affiliate of the same; (j) the transfer to the Acquiring Entities of the rights and obligations of the Selling Entities arising with respect to periods prior to the applicable Closing Date from the employment relationships of the Selling Entities with the Transitioned Employees existing immediately prior to the applicable Closing Date where, by virtue of applicable Legislative Enactments of any Tribunal to implement EEC Council Directive 77/187, any Transitioned Employee is not regarded as employed in the Business; (k) the failure to transfer to the Acquiring Entities the rights and obligations of the Selling Entities arising from the employment relationships of the Selling Entities with any of their employees existing immediately prior to the applicable Closing Date where, by virtue of applicable Legislative Enactments of any Tribunal to implement EEC Council Directive 77/187, any such employee is regarded as employed in the Business (other than any such failure due to USI's breach of its obligation to offer employment to such persons in accordance with Section 6.3); (l) any liability or obligation arising under an applicable Environmental Law relating to the Compliance Group or a Compliance Property (whether or not such taxes have been due liability or obligation would constitute a breach of the representation and payablewarranty set forth in Section 3.15 hereof), except those for which USI shall be specifically responsible under the terms of the Lease Agreement as a result of actions taken by USI following the Principal Closing Date; (m) any liability or obligation arising out of the failure of the Software products of the Business to be Year 2000 Compliant, regardless of whether such non-compliance resulted in a breach of the representation and warranty set forth in Section 3.17 hereof; or (hn) any suit or action at law or in equity, arbitration proceeding, interference or opposition proceeding, governmental or quasi-governmental proceeding, complaint or investigation, or liability claim which arises in connection with, or relates to (or is claimed to relate to), any of the enforcement matters referred to above in this Section 9.2. ----------- Notwithstanding the foregoing provisions of this Section 10.19.2, with respect to ----------- any Losses arising out of, based upon or resulting from any error, inaccuracy or misrepresentation in any of the representations and warranties contained in Article III or in any of the representations and warranties (but not covenants) ----------- of any of the Selling Entities contained in any certificate, document, affidavit or instrument delivered pursuant to this Agreement (including without limitation the Closing Agreements) (the "USI Losses"), the foregoing indemnity and hold harmless obligations of the Selling Entities relating to such USI Losses shall become operative and effective only if and when all USI Losses for which USI Indemnitees are entitled to receive indemnification under this Section 9.2 ----------- exceed, in the aggregate, $150,000 (it being understood and agreed that all such USI Losses shall accumulate until such time as they exceed $150,000, at which time the Selling Entities shall be obligated to indemnify any USI Indemnitees seeking indemnification under this Section 9.2 ----------- for the aggregate amount of the USI Losses, rather than the amount that exceeds $150,000). The parties expressly acknowledge and agree that the immediately preceding sentence shall not apply to any Losses other than the USI Losses. The parties further agree that the liability of the Selling Entities specified above with respect to the USI Losses shall be reduced to the extent of any insurance proceeds actually received by any of the USI Indemnitees for such USI Losses from any of the Selling Entities or any of their Affiliates or any insurance carrier of the Selling Entities or any of their affiliates.

Indemnification by the Selling Entities. BBT In order to induce the Purchasing Entities to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Selling Entities (collectively, the “Indemnifying Selling Entities“) jointly and severally covenants and agrees to and shall indemnify each of the Purchasing Entities and their respective officers, directors and affiliates (collectively, the “Buying Indemnified Parties“) and shall hold the Buying Indemnified Parties harmless against and with respect to any and all losses, damages, costs or expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and costs) (“Losses“ or individually a “Loss“) suffered or incurred by the Buying Indemnified Parties and resulting from or arising out of the matters described below in this Section 11. 1. The Buyer Indemnified Parties’ right to indemnification, payment of damages or other remedies based on the Selling Entities’ covenants and representations or warranties will not be affected by any investigation conducted with respect to, jointly or any knowledge acquired (or capable of being acquired) at any time by the Purchasing Entities, whether prior to or after the execution and severally, shall indemnify and hold harmless CTB and its Affiliates (and each delivery of its and their officers, directors, employees, agents, successors and assigns) (each, a "CTB Indemnified Party") from, against and in respect of any and all Liabilities, claims, demands, judgments, settlement payments, losses, costs, damages, deficiencies, diminution in value and expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such CTB Indemnified Party in connection therewith) (collectively, "Damages") that such CTB Indemnified Party may sustain, suffer this Agreement or incur that result from, arise out of or relate to:the Transfer Date. (a) any Excluded Liability; (b) (i) any Misrepresentation or Breach of Warranty Any misrepresentation or breach of any representation or warranty of BBT or any Selling Entity contained in this Agreement, including the representations and warranties of BBT or the Selling Entities set forth in this Agreement (determined without regard to any materiality qualification contained in Section 4, or (ii) any breach of or any material inaccuracy in any representation or warranty in or omission from giving rise to any certificate, schedule, exhibit, statement, document or instrument furnished to CTB by a Selling Entity (or any of its representatives or agentsclaim for indemnity hereunder) pursuant hereto or in connection with the negotiation, execution or performance hereofany certificate delivered pursuant to hereto; (c) any breach of any covenant or agreement of BBT or any Selling Entity contained in this Agreement; (d) any claim by any officer, former officer, employee, former employee, shareholder or former shareholder of any Selling Entity relating to the period prior to or at the Closing; (e) any claim of infringement of any intellectual property right resulting from CTB's operation of the Business as presently operated by the Selling Entities; (f) any Environmental Condition existing on or prior to the Closing; (g) any Liability or obligation of a Selling Entity involving Taxes, except for any Taxes expressly assumed herein, due and payable by, or imposed with respect to BBT or a Selling Entity for any taxable periods ending on or prior to the Closing Date (whether or not such taxes have been due and payable); or (h) the enforcement of this Section 10.1.

Indemnification by the Selling Entities. BBT Intergraph jointly agrees with respect to itself and the each other Selling EntitiesEntity, jointly and severallyeach other Selling Entity agrees with respect to itself, shall to indemnify and hold harmless CTB and its Affiliates (each of the Acquiring Entities and each of its and their respective directors, officers, directors, employees, advisors, Affiliates, agents, representatives, stockholders, successors and assigns) assigns (each, a the "CTB Indemnified PartyUSI Indemnitees") from, from and against and in respect of any and all LiabilitiesLosses arising out of, claims, demands, judgments, settlement payments, losses, costs, damages, deficiencies, diminution in value and expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such CTB Indemnified Party in connection therewith) (collectively, "Damages") that such CTB Indemnified Party may sustain, suffer based upon or incur that result resulting from, arise out of or relate to: (a) any Excluded Liabilityviolation or breach by any of the Selling Entities of, or default by any of the Selling Entities under, this Agreement or any certificate or other document or instrument furnished or to be furnished by any of the Selling Entities to any of the Acquiring Entities in connection with this Agreement, including, without limitation, the Transferred Intellectual Property License Agreements, or the consummation of the transactions contemplated hereby (including without limitation the Closing Agreements) or from any error, inaccuracy or misrepresentation in any of the representations and warranties (other than the representations and warranties in Sections 3.31, 3.32 and 3.33 hereof) made by, or on behalf of, any of the Selling Entities herein or therein; (b) any error, inaccuracy or misrepresentation in any of the representations and warranties made by the Selling Entities in Sections 3.31, 3.32 and 3.33 hereof, provided that for purposes of this Article IX, the Selling Entities shall indemnify the USI Indemnitees in respect of Sections 3.31, 3.32 and 3.33 viewing such Sections without reference to any "knowledge of the Selling Entities" or similar qualification set forth therein (ii.e., the representation and warranty shall be viewed as if no such knowledge or similar qualification was set forth therein); (c) any of the Retained Assets (including, without limitation, any Contract included within the Retained Assets) or any of the Retained Liabilities; (d) any condition, event or activity relating to that portion of the Business or those Acquired Assets transferred and conveyed on any Closing Date and that existed or occurred before the Principal Closing Date (regardless of whether such condition, event or activity would have constituted a breach of any representation or warranty of BBT or any Selling Entity contained in this Agreement, including the representations and warranties of BBT or the Selling Entities contained in Section 4, or (ii) any breach of or any material inaccuracy in any representation or warranty in or omission from any certificate, schedule, exhibit, statement, document or instrument furnished to CTB by a Selling Entity (or any of its representatives or agents) pursuant hereto or in connection with the negotiation, execution or performance hereof; (c) any breach of any covenant or agreement of BBT or any Selling Entity contained in this Agreement; (d) any claim by any officer, former officer, employee, former employee, shareholder or former shareholder of any Selling Entity relating to the period prior to or at the Closinghereunder); (e) except as set forth in Section 9.1(d), any claim of infringement of any intellectual property right resulting from CTB's operation liability or obligation arising out of the Business as presently operated by the termination of employment of an employee of a Selling EntitiesEntity; (f) any Environmental Condition existing on liability or prior obligation which related to any noncompliance with any bulk sales in connection with the Closingtransactions contemplated by this Agreement; (g) any Liability liability or obligation with respect to the payment of the applicable Consideration to Intergraph as agent and on behalf of a Selling Entity involving Taxes, except for Entity; (h) any Taxes expressly assumed herein, due and payable by, liability or imposed obligation with respect to BBT any income, franchise, sales, use or a other Taxes (and Transactions Taxes, if any, to the extent provided in Section 10.13 hereof) and with respect to any social security contributions (including both employers' and employees' contributions) of any Selling Entity for any taxable which are attributable periods ending on or prior to the Principal Closing Date; (i) the enforcement, or the attempted enforcement, of any Non-Compete Covenant contained in a Specified Contract against any of the Acquiring Entities, any of their Affiliates or any of their employees, acting in his or her capacity as an employee of an Acquiring Entity or an Affiliate of the same; (j) the transfer to the Acquiring Entities of the rights and obligations of the Selling Entities arising with respect to periods prior to the applicable Closing Date from the employment relationships of the Selling Entities with the Transitioned Employees existing immediately prior to the applicable Closing Date where, by virtue of applicable Legislative Enactments of any Tribunal to implement EEC Council Directive 77/187, any Transitioned Employee is not regarded as employed in the Business; (k) the failure to transfer to the Acquiring Entities the rights and obligations of the Selling Entities arising from the employment relationships of the Selling Entities with any of their employees existing immediately prior to the applicable Closing Date where, by virtue of applicable Legislative Enactments of any Tribunal to implement EEC Council Directive 77/187, any such employee is regarded as employed in the Business (other than any such failure due to USI's breach of its obligation to offer employment to such persons in accordance with Section 6.3); (l) any liability or obligation arising under an applicable Environmental Law relating to the Compliance Group or a Compliance Property (whether or not such taxes have been due liability or obligation would constitute a breach of the representation and payablewarranty set forth in Section 3.15 hereof), except those for which USI shall be specifically responsible under the terms of the Lease Agreement as a result of actions taken by USI following the Principal Closing Date; (m) any liability or obligation arising out of the failure of the Software products of the Business to be Year 2000 Compliant, regardless of whether such non-compliance resulted in a breach of the representation and warranty set forth in Section 3.17 hereof; or (hn) any suit or action at law or in equity, arbitration proceeding, interference or opposition proceeding, governmental or quasi-governmental proceeding, complaint or investigation, or liability claim which arises in connection with, or relates to (or is claimed to relate to), any of the enforcement matters referred to above in this Section 9.2. Notwithstanding the foregoing provisions of this Section 10.19.2, with respect to any Losses arising out of, based upon or resulting from any error, inaccuracy or misrepresentation in any of the representations and warranties contained in Article III or in any of the representations and warranties (but not covenants) of any of the Selling Entities contained in any certificate, document, affidavit or instrument delivered pursuant to this Agreement (including without limitation the Closing Agreements) (the "USI Losses"), the foregoing indemnity and hold harmless obligations of the Selling Entities relating to such USI Losses shall become operative and effective only if and when all USI Losses for which USI Indemnitees are entitled to receive indemnification under this Section 9.2 exceed, in the aggregate, $150,000 (it being understood and agreed that all such USI Losses shall accumulate until such time as they exceed $150,000, at which time the Selling Entities shall be obligated to indemnify any USI Indemnitees seeking indemnification under this Section 9.2 for the aggregate amount of the USI Losses, rather than the amount that exceeds $150,000). The parties expressly acknowledge and agree that the immediately preceding sentence shall not apply to any Losses other than the USI Losses. The parties further agree that the liability of the Selling Entities specified above with respect to the USI Losses shall be reduced to the extent of any insurance proceeds actually received by any of the USI Indemnitees for such USI Losses from any of the Selling Entities or any of their Affiliates or any insurance carrier of the Selling Entities or any of their affiliates.

Indemnification by the Selling Entities. BBT In order to induce the Purchasing Entities to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Selling Entities (collectively, the “Indemnifying Selling Entities”) jointly and severally covenants and agrees to and shall indemnify each of the Purchasing Entities and their respective officers, directors and affiliates (collectively, the “Buying Indemnified Parties”) and shall hold the Buying Indemnified Parties harmless against and with respect to any and all losses, damages, costs or expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and costs) (“Losses” or individually a “Loss”) suffered or incurred by the Buying Indemnified Parties and resulting from or arising out of the matters described below in this Section 11. 1. The Buyer Indemnified Parties’ right to indemnification, payment of damages or other remedies based on the Selling Entities’ covenants and representations or warranties will not be affected by any investigation conducted with respect to, jointly or any knowledge acquired (or capable of being acquired) at any time by the Purchasing Entities, whether prior to or after the execution and severally, shall indemnify and hold harmless CTB and its Affiliates (and each delivery of its and their officers, directors, employees, agents, successors and assigns) (each, a "CTB Indemnified Party") from, against and in respect of any and all Liabilities, claims, demands, judgments, settlement payments, losses, costs, damages, deficiencies, diminution in value and expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such CTB Indemnified Party in connection therewith) (collectively, "Damages") that such CTB Indemnified Party may sustain, suffer this Agreement or incur that result from, arise out of or relate to:the Transfer Date. (a) any Excluded Liability; (b) (i) any Misrepresentation or Breach of Warranty Any misrepresentation or breach of any representation or warranty of BBT or any Selling Entity contained in this Agreement, including the representations and warranties of BBT or the Selling Entities set forth in this Agreement (determined without regard to any materiality qualification contained in Section 4, or (ii) any breach of or any material inaccuracy in any representation or warranty in or omission from giving rise to any certificate, schedule, exhibit, statement, document or instrument furnished to CTB by a Selling Entity (or any of its representatives or agentsclaim for indemnity hereunder) pursuant hereto or in connection with the negotiation, execution or performance hereofany certificate delivered pursuant to hereto; (c) any breach of any covenant or agreement of BBT or any Selling Entity contained in this Agreement; (d) any claim by any officer, former officer, employee, former employee, shareholder or former shareholder of any Selling Entity relating to the period prior to or at the Closing; (e) any claim of infringement of any intellectual property right resulting from CTB's operation of the Business as presently operated by the Selling Entities; (f) any Environmental Condition existing on or prior to the Closing; (g) any Liability or obligation of a Selling Entity involving Taxes, except for any Taxes expressly assumed herein, due and payable by, or imposed with respect to BBT or a Selling Entity for any taxable periods ending on or prior to the Closing Date (whether or not such taxes have been due and payable); or (h) the enforcement of this Section 10.1.